Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to memorialize the final billing, costs, and outcome for Matter No. 1027-00003, which is now closed, and to serve as the definitive administrative record for firm files. This document provides a comprehensive overview of the engagement, the underlying dispute, the procedural history, the settlement outcome, the complete billing summary (including fees, expert cos

II. MATTER BACKGROUND AND PROCEDURAL HISTORY A. Formation of the Joint Venture and Acquisition Palmetto Grand Ventures LLC ("PGV") was formed as a Florida limited liability company on June 15, 2017, pursuant to the Operating Agreement of Palmetto Grand Ventures LLC, dated as of the same date (the "OA"). Under the OA, PCG holds a 65% membership interest and serves as sole Manager of PGV, with broad authority over the

III. SETTLEMENT ECONOMICS AND FINANCIAL SUMMARY A. Negotiated Redemption Price Derivation The negotiated redemption price of $52.85 million was derived through arm's-length mediation and reflects a compromise between the parties' respective positions, anchored in significant part by the preliminary indication of value provided by Linden Park Advisory LLC, the neutral third appraiser. The derivation of the settlement

IV. BILLING SUMMARY — CALDERWOOD & HARKNESS LLP FEES AND COSTS A. Legal Fees Total Calderwood & Harkness LLP professional fees for the engagement, covering all phases from initial case assessment through matter closing, were $1,287,400. The engagement team comprised the following professionals, all of whom recorded time to Matter No. 1027-00003: • Francesca Morano, Responsible Partner — overall engagement management,

V. INSURANCE COVERAGE AND REIMBURSEMENT PCG maintained a Managers' Liability / Wrongful Acts insurance policy issued by Atlantic Omnivrel Insurance Company, a Connecticut-domiciled insurer. The relevant policy details are as follows: • Carrier: Atlantic Omnivrel Insurance Company • Policy Number: AFML-2022-08745 • Coverage Type: Managers' Liability / Wrongful Acts • Coverage Limit: $10,000,000 per occurrence / $10,00

VI. NET FINANCIAL IMPACT TO PCG The total net financial impact to PCG from the matter, inclusive of the redemption price and all defense costs net of insurance recovery, is summarized in the following table: Several additional observations are warranted regarding the financial impact and positioning of PCG following the resolution of this matter: First, as noted in Section III.C above, the settlement terms provide th

VII. KEY DELIVERABLES AND WORK PRODUCT INVENTORY The following is a comprehensive inventory of all major documents, pleadings, memoranda, and work product prepared by Calderwood & Harkness LLP during the engagement on Matter No. 1027-00003. This inventory is organized by category and should be cross-referenced to the Closing Binder Index and Checklist prepared in August 2024. Pre-Dispute / Administration

1. Engagement Letter — executed March 22, 2023

2. Conflict Check Memorandum — completed March 21, 2023

3. Litigation Hold Notice to PCG — issued March 23, 2023 Case Assessment.

4. Initial Case Assessment Memorandum — April 2023

5. OA Key Provisions Summary Memorandum — April 2023 Arbitration Pleadings and Motions

6. Response and Counterclaim — filed April 5, 2023

7. Memorandum in Support of Response and Counterclaim — filed April 5, 2023

8. Preliminary Conference Statement — filed May 12, 2023

9. Joint Stipulation re: Neutral Appraiser — filed May 30, 2023

10. Opposition to MSH's Motion to Compel — filed November 2023

11. Supplemental Production Log and Privilege Log — December 2023 Discovery.

12. First Set of Document Requests to MSH — served June 2023

13. First Set of Interrogatories to MSH — served June 2023 Deposition Materials.

14. Deposition Outline — Nathaniel Cordero

15. Deposition Outline — Dr. Priya Ramanathan

16. Deposition Preparation Memorandum — Dominic Pellegrino Valuation Analysis Work Product

17. Comparative Appraisal Analysis Memorandum — August 2023

18. Cap Rate and discount Rate Market Survey — July 2023

19. Bad-Faith Penalty Risk Assessment — September 2023

20. Deferred Maintenance Claim Analysis — October 2023

21. Preferred Return Calculation Verification — June 2023 Mediation and Settlement

22. Settlement Authority Memorandum — January 2024

23. Mediation Position Statement — February 2024

24. Second Mediation Session Summary and Recommendation — March 2024 Transactional / Closing Documents

25. Term Sheet — executed April 8, 2024

26. Definitive Redemption Agreement — executed May 20, 2024

27. Mutual Release and Settlement Agreement — executed May 20, 2024

28. Assignment of Membership Interest — executed and delivered June 28, 2024

29. Amended and Restated Operating Agreement of PGV — executed July 15, 2024

30. Closing Certificate — PCG — delivered June 28, 2024

31. Closing Certificate — MSH — delivered June 28, 2024

32. Lender Consent Letter — Gulf Atlantic National Bank — obtained June 2024

33. Joint Stipulation of Dismissal with Prejudice — filed August 9, 2024 Correspondence.

34. Insurance Tender Letter to Atlantic Omnivrel Insurance Company — April 2023

35. Email to Opposing Counsel (Victoria Castillo) Confirming Settlement Framework Terms — March 27, 2024

36. Email to Adriana Pellegrino-Voss re: Linden Park Preliminary Indication of Value — July 15, 2023 Administrative.

37. Closing Binder Index and Checklist — August 2024

38. Final Billing Summary and Matter Closing Memorandum (this document) — August 2024 All documents listed above are maintained in the firm's document management system under Matter No. 1027-00003 and, where applicable, in the physical closing binder maintained by Simone Laroche.

VIII. OUTCOME ASSESSMENT AND LESSONS LEARNED A. Outcome Assessment The resolution of this matter at a redemption price of $52.85 million represents a favorable outcome for PCG when evaluated against the range of potential outcomes and the risk profile of the dispute. The following observations inform this assessment: Savings Relative to MSH's Demand. The settlement at $52.85 million represents a savings of $17.15 mil

1. Value of Early Neutral Appraisal. The early retention of a credible neutral appraiser — Linden Park Advisory LLC — proved instrumental in narrowing the valuation gap and facilitating settlement. The Linden Park preliminary indication of value, delivered in July 2023, effectively reset the parties' expectations by providing an independent, credible benchmark that fell between (but materially closer to PCG's positio

2. Third-Appraiser Mechanism in Operating Agreements. The 28.4% divergence between the Whitfield appraisal ($118.0 million) and the Beacon appraisal ($151.5 million) underscored the importance and utility of the OA's third-appraiser mechanism in OA Section 12.4(c). The threshold trigger (10% divergence) and the procedural framework for jointly retaining a neutral appraiser were well-drafted provisions that provided a

3. Bad-Faith Penalty Provisions. The bad-faith penalty provision in OA Section 12.7 created meaningful leverage for MSH during the arbitration and settlement negotiations, despite what Calderwood & Harkness assessed to be a low probability of an actual adverse finding on the bad-faith claim. The provision was broadly drafted and could be invoked based on a relatively low evidentiary threshold (i.e., that the Manager'

4. Privilege Protocols for Family-Office Investment Committees. The partially granted motion to compel production of PCG's internal investment-committee memoranda highlighted a recurring vulnerability in family-office and sponsor contexts: the overlap between the investment committee's business decision-making function and its role in receiving legal advice in connection with joint venture management and disputes. Th

5. Value of Timely Insurance Tender. The insurance recovery of $625,000 from Atlantic Omnivrel Insurance Company under the managers' liability policy, obtained notwithstanding the carrier's reservation of rights, partially offset PCG's defense costs and confirmed the value of timely tender of claims. The tender letter was transmitted in April 2023, within weeks of the commencement of the engagement, and the carrier a

IX. MATTER CLOSING FORMALITIES Matter No. 1027-00003, Pellegrino Capital Group LLC / Meridian Shores Hospitality LLC Buyout-Valuation Dispute (JAMS Ref. No. 1440032871), is hereby designated as closed effective August 9, 2024, the date of the JAMS dismissal with prejudice. The following administrative closing steps have been completed or are to be completed in accordance with Calderwood & Harkness LLP's standard matt

X. SIGNATURES This Final Billing Summary and Matter Closing Memorandum is submitted for the permanent record of the firm. CALDERWOOD & HARKNESS LLP By: ________ Name: Samuel Eklund Title: Billing Partner Date: ________ CALDERWOOD & HARKNESS LLP By: ________ Name: Francesca Morano Title: Responsible Partner Date: ________ Matter No. 1027-00003 — Pellegrino Capital Group LLC / Meridian Shores Hospitality LLC — CLOSED —